Privacy Policy
Version 1.0.2
Effective Date: August 3, 2015
Updated: October 14, 2015; December 30, 2017; August 5, 2019; August 26, 2020
Care3 Privacy Policy
Welcome to Care3, Inc. (“Care3”, “we”, “us”, or “our”) has prepared this Privacy Policy to describe to you our practices regarding the Personal Information (as defined below) we collect from users of our website, located at (the “Website”) and online services (“Services”), including our mobile application (“App”). Care3 digitizes, sequences and distributes messages over a multi-channel platform to help patients, family and care teams coordinate care. Care3 users may be patients and members of the Patient’s Care Team.
A Note to Users Outside of the United States. If you are a non U.S. user of the Website or Services, by visiting the Website and/or providing us with information, you acknowledge and agree that your Personal Information may be processed for the purposes identified in the Privacy Policy. In addition, your Personal Information may be processed in the country in which it was collected and in other countries, including the United States, where laws regarding processing of Personal Information may be less stringent than the laws in your country. By providing your information, you consent to such transfer.
So we are clear about the terminology we are using, when we use the phrase “Personal Information” in this Privacy Policy, we mean information that allows someone to identify or contact you, including, for example, your name, address, telephone number, e-mail address, as well as any other non-public information about you that is associated with or linked to any of the foregoing information. When we use the phrase “Anonymous Information” in this Privacy Policy, we mean information that is not associated with or linked to your Personal Information. Anonymous Information does not enable identification of or contact with individual persons.
Children
Our Services and Website are not directed to children and children are not eligible to use our Services. Protecting the privacy of children is very important to us. We do not collect or maintain Personal Information from people we actually know are under 13 years of age, and no part of our Website or Services is designed to attract people under 13 years of age. If we later learn that a user is under 13 years of age, we will take steps to remove that user's Personal Information from our databases and to prevent the user from utilizing the Website and the Services.
How We Collect Information
Personal Information
In general, the Personal Information we gather enables us to provide the Services to you and helps us learn more about the use of the Website and/or Services. We collect Personal Information that you submit to us voluntarily at registration and in the course of your use of the Website and/or Services. To use our Services, we require you to create an “Account” by providing your email address and a password. Any information you choose to provide for our use should reflect how much you want other Users to know about you. You can choose not to provide us with certain information, but this may limit the features of the Website or Services you are able to use.
Our Services are designed to enable you to better communicate with others. As you use our Services and communicate with other users, you are welcome to share as much Personal Information that you think is necessary and appropriate. If you include Personal Information in such messages or communications, the recipients of those communications may receive that Personal Information and use it at their discretion. Please be thoughtful about the information that you include in the Services. Any information about a patient will be considered Personal Information of the patient, even if submitted by a member of the patient’s care team (with the understanding that such member may have additional rights independent of the Services). If you submit information about another individual, we rely upon you to obtain whatever consents from the third party that may be required by law to allow us to access and upload the third party’s names and contact information as required above. You or the third party may contact us through https://www.care3.co/blog/contact to request the removal of this information from our database.
When you communicate with us by sending us an email, we will collect and store any information that is contained in your communications with us. If you tell us where you are (e.g., by allowing your mobile device to send us your location), we may collect, store and use that information. If you want to deactivate this feature, you can disable location services on your mobile device. Please contact your carrier for more information.
Anonymous Information
We collect the following types of Anonymous Information:
Information Collected by Our Servers. To make our Website and Services more useful to you, our servers (which may be hosted by a third party service provider) collect information from you certain information automatically and store it in log files, including your browser type, operating system, Internet Protocol (“IP”) address (a number that is automatically assigned to your computer when you use the Internet, which may vary from session to session), domain name, and/or a date/time stamp for your visit. We use this information to analyze trends, administer the Website, track users’ movements around the Website, gather demographic information about our user base as a whole, and better tailor our Services to our users’ needs.
Cookies. Like many online services, we use cookies to collect information. “Cookies” are small pieces of information that a website sends to your computer’s hard drive while you are viewing the website. We may use both session Cookies (which expire once you close your web browser) and persistent Cookies (which stay on your computer until you delete them) to provide you with a more personal and interactive experience on our Website. This type of information is collected to make the Website more useful to you and to tailor the experience with us to meet your special interests and needs.
Pixel Tags. In addition, we use “Pixel Tags” (also called clear GIFs or web beacons. Pixel Tags are tiny graphic images with a unique identifier, similar in function to Cookies, which are used to track online movements of Web users. In contrast to Cookies, which are stored on a user’s computer hard drive, Pixel Tags are embedded invisibly in Web pages. Pixel Tags also allow us to send e-mail messages in a format users can read, and they tell us whether e-mails have been opened to ensure that we are sending only messages that are of interest to our users. We may use this information to reduce or eliminate messages sent to a user. We do not tie the information gathered by Pixel Tags to our users’ Personal Data.
Collection of Information by Advertisers. We may use third parties to serve ads on the Website. Certain third parties may automatically collect information about your visits to this and other websites, your IP address, your ISP, the browser you use to visit our Website (but not your name, address, e-mail address or telephone number). They do this by using Cookies or other technologies. Information collected may be used, among other things, to deliver advertising targeted to your interests and to better understand the usage and visitation of our Website and the other sites tracked by these third parties. This policy does not apply to, and we are not responsible for, Cookies or pixel tags in third party ads, and we encourage you to check the privacy policies of advertisers and/or ad services to learn about their use of Cookies and other technologies. If you would like more information about this practice and to know your choices about not having this information used by these companies, click here: http://www.aboutads.info/choices.
Mobile Device. We may collect information about the computer or device you use to access our Services, including the hardware model, operating system and version, MAC address, unique device identifier, phone number, and mobile network information. In addition, the Services may access your device's image storage applications, with your consent, to facilitate your use of certain features of the Services. For more information about how you can control our access to these applications, please see "Your Choices" below.
Disclosure – Analytics. We may use third party tracking services to help us analyze how users use the App and Services. These services collect only the unique device identifier assigned to your mobile device, rather than your name or other personally identifying information, and use it to collect information such as how often users open the App and what features they use in the App. We only use this information to improve our App and Services. We do not combine the information generated thereby with your Personal Information and we do not associate you in any way with your device identifier. Only these services know and associate you (on a non-identifiable basis) with your identifier.
How We Use Information
Personal Information
We will use your Personal Information to:
Administer your Account;
Provide you with Services and customer support;
Tailor the features and content of the Services to you;
Market our products and services and those of third parties to you that we believe may be of interest to you;
Respond to your requests, resolve disputes and/or troubleshoot problems;
Verify your compliance with your obligations in our Terms of Use; and
Communicate with you about the Services.
We may also use your Personal Information to create Anonymous Information records by excluding information that makes the information personally identifiable to you.
Anonymous Information
We use the Anonymous Information we collect to analyze trends, administer and improve the Services, track users’ movements in the App, gather demographic information about our user base as a whole, and better tailor our Services to our users’ needs. For example, some of the Log Files may be collected so that when you use the App again, it will recognize you and the information could then be used to serve advertisements and other information appropriate to your interests.
How We Disclose Information
Personal Information
We may disclose certain Personal Information:
Third Parties Designated by You. When you use the Services, your Personal Information will be shared with the third parties that you authorize to receive such information, including other users with whom you wish to share information. This includes when you invite and/or authorize someone to become a member of your care team. By doing so, you consent to and authorize the disclosure of Personal Information to that individual, including health information and the emergency and medication lists of the loved one associated with that care team. As noted below, we cannot control how any member of your care team uses your Personal Information and we are not responsible for the acts or omissions of any such individual.
Third Party Service Providers. We may share your Personal Information with our third party service providers that help us provide Services that we offer you.
Affiliates. We may share some or all of your Personal Information with our parent company, subsidiaries, joint ventures, or other companies under a common control (“Affiliates”), if we have such Affiliates in the future, in which case we will require our Affiliates to honor this Privacy Policy.
Corporate Restructuring. We may share some or all of your Personal Information in connection with or during negotiation of any merger, financing, acquisition or dissolution, transaction or proceeding involving sale, transfer, divestiture, or disclosure of all or a portion of our business or assets. In the event of an insolvency, bankruptcy, or receivership, Personal Information may also be transferred as a business asset. If another company acquires our company, business, or assets, that company will possess the Personal Information collected by us and will assume the rights and obligations regarding your Personal Information as described in this Privacy Policy.
Social Networking Sites. Our Services may enable you to post content to social networks (SNSs) (e.g., Facebook or Twitter). If you choose to do this, we will provide information to such SNSs in accordance with your elections. You acknowledge and agree that you are solely responsible for your use of those websites and that it is your responsibility to review the terms of use and privacy policy of the third party provider of such SNSs. We will not be responsible or liable for: (i) the availability or accuracy of such SNSs; (ii) the content, products or services on or availability of such SNSs; or (iii) your use of any such SNSs.
Other Disclosures. Regardless of any choices you make regarding your Personal Information (as described below), we may disclose Personal Information if it believes in good faith that such disclosure is necessary (a) in connection with any legal investigation; (b) to comply with relevant laws or to respond to subpoenas or warrants served on us; (c) to protect or defend our rights or property or other users of the Services; and/or (d) to investigate or assist in preventing any violation or potential violation of the law, this Privacy Policy, or our terms of use.
Anonymous Information
We reserve the right to disclose Anonymous Information publicly without restriction.
YOUR CHOICES REGARDING YOUR INFORMATION
Mobile Device. Certain features of the Services require access to your device's calendar and contacts applications. Although you may decide whether or not to use these features, on Android devices you grant us permission to access this feature as part of the installation process. If you later decide to revoke this permission, you can do so by following the standard uninstall process and removing the App from your device. Alternatively, on iOS devices, you can grant or revoke your consent at any time and prevent us from continuing to access your image storage applications by changing the settings on your device.
Email Communications. We may periodically send you free newsletters and e-mails that directly promote the use of our App or Services. When you receive newsletters or promotional communications from us, you may indicate a preference to stop receiving further communications from us and you will have the opportunity to “opt-out” by following the unsubscribe instructions provided in the e-mail you receive or by contacting us directly (please see contact information below). Despite your indicated e-mail preferences, we may send you service related communications, including notices of any updates to our terms of use or Privacy Policy, which you may not opt out of
Cookies. If you decide at any time that you no longer wish to accept cookies from our Service for any of the purposes described above, then you can instruct your browser, by changing its settings, to stop accepting cookies or to prompt you before accepting a cookie from the websites you visit. Consult your browser’s technical information. If you do not accept cookies, however, you may not be able to use all portions of the Service or all functionality of the Service. If you have any questions about how to disable or modify cookies, please let us know at the contact information provided below.
Changing or Deleting Your Personal Information. You may review, update, correct or delete the Personal Information in your Account by contacting us. If you completely delete all of your Personal Information, then your account may become deactivated, although your profile and any videos associated therewith will remain on the Services unless you have deleted them. We may also retain an archived copy of your records as required by law or for legitimate business purposes. Please remember, however, if we have already disclosed some of your Personal Information to third parties, we cannot access that Personal Information any longer and cannot force the deletion or modification of any such information by the parties to whom we have made those disclosures. Certain information is necessary in order for us to provide the Services; therefore, if you delete such necessary information you may not be able to use the Services.
Feedback
If you provide feedback to us, we may use and disclose such feedback in accordance with the terms in our Terms of Use, provided we do not associate such feedback with your Personal Information. We will collect any information contained in such feedback and will treat the Personal Information in it in accordance with this Privacy Policy, provided that we may contact you in regards to such feedback.
Controlling Your Information
You can review and/or change certain of your Personal Information by logging into the Website and accessing your Account. You authorize us to use and disclose any new or modified information that you provide in accordance with this Privacy Policy, and you agree that we are under no obligation to delete or modify information that you have previously chosen to provide us. Upon your request, we will close your Account and purge all relationships, as soon as practicable, in accordance with applicable law. We may also retain your Personal Information to comply with laws, prevent fraud, resolve disputes, troubleshoot problems, assist with any investigations, enforce our Terms of Use, and take other actions otherwise permitted by law.
Information Disclosed to Third Parties
This Privacy Policy addresses only our use and disclosure of information we collect from and/or about you on the Website and Services. If you disclose information to others, or authorize us to do the same under this Privacy Policy, the use and disclosure restrictions contained in this Privacy Policy will not apply to any third party. We do not control the privacy policies of third parties, and you are subject to the privacy policies of those third parties where applicable.
The Website and App may contain content or links to other websites that are not owned or controlled by us. We have no control over, do not review and are not responsible for the privacy policies of or content displayed on such other websites. When you click on such a link, you will leave our Website and go to another site. During this process, another entity may collect Personal Information or Anonymous Information from you. The Website may also contain links to other websites controlled by us but which operates under different privacy policies. Please review the privacy policy of any new site you visit.
Changes to this Privacy Policy
This Privacy Policy may be updated from time to time for any reason. We will notify you of any changes to our Privacy Policy by posting the new Privacy Policy here and we will change the “Updated” date above. You should consult this Privacy Policy regularly for any changes.
Terms of Use
Version 1.0.1
Effective Date: August 19, 2015
Updated: July 19, 2017; August 5, 2019; August 26, 2020
Terms of Use
WELCOME TO CARE3, INC. PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE”) CAREFULLY. Care3 digitizes, sequences and distributes messages over a multi-channel platform to help patients, family and care teams coordinate care. Care3 users may be patients and members of the Patient’s Care Team.
IF YOU ARE EXPERIENCING AN EMERGENCY, CALL YOUR LOCAL EMERGENCY MEDICAL PERSONNEL OR 911. ANY COMMUNICATIONS THROUGH THE SERVICES, WHETHER FROM US OR OTHER REGISTERED USERS, SHOULD NOT BE CONSIDERED MEDICAL ADVICE NOR SHOULD THEY IMPLY ANY ACTION SHOULD BE TAKEN. ALL TREATMENT SHOULD BE DISCUSSED WITH YOUR HEALTH PROFESSIONAL. RELIANCE ON ANY INFORMATION PROVIDED THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK.
BY ACCESSING OR USING THIS WEBSITE OR ANY OTHER WEBSITES OF CARE3, INC. (“CARE3”, “MITOACTION MOBILE” OR “WE”) WITH LINKS TO THIS TERMS OF USE (COLLECTIVELY, THE “WEBSITE”) IN ANY WAY, INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE (EACH A “SERVICE” AND COLLECTIVELY, THE “SERVICES”) BY CARE3 OR USERS OF THE SITE (“USERS”), CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR MERELY BROWSING THE WEBSITE, OR BY DOWNLOADING ANY OF OUR MOBILE APPLICATIONS (“APPLICATION”), YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH CARE3, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THE TERMS OF USE. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED WITH US. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.
THE TERMS OF USE INCLUDE A CLASS ACTION WAIVER AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS.
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Terms.”
Care3 knows that your privacy is important. For this reason, we have created a privacy policy that describes our collection, use and disclosure practices regarding any personal information that you provide to us.
PLEASE NOTE THAT The Terms are subject to change by Care3 in its sole discretion at any time. When changes are made, Care3 will make a new copy of the Terms of Use available at the Website and within the Application and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website or within the Application. We will also update the “Last Updated” date at the top of the Terms of Use. If we make any material changes, and you have registered with us to create an Account (as defined in Section 4.1 below), we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Terms. Any changes to the Terms will be effective immediately for new Users of the Website, the Application and/ or Services and will be effective thirty (30) days after posting notice of such changes on the Website for existing Users, provided that any material changes shall be effective for Users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users (defined in Section 4.1 below). Care3 may require you to provide consent to the updated Terms in a specified manner before further use of the Website, the Application and/ or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website, the Application and/or the Services. Otherwise, your continued use of the Website, the Application and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.
Medical Disclaimers. Any messages and information shared between Users on the Services, whether the patient, or care team, are for informational purposes only and are not a substitute for professional medical advice or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding your health.
Types of Content. You acknowledge that all lists and other information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials (“Content”) accessible through the Care3 Properties is the sole responsibility of the party from whom such Content originated. When we use the phrase “Care3 Properties,” we mean the Application, the Website, the Services, and the information and content available on any of the foregoing. This means that you, and not Care3, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Care3 Properties (“Your Content”), and other Users of the Care3 Properties, and not Care3, are similarly responsible for all Content they Make Available through the Care3 Properties (“User Content”). Your Content includes Content from a third party that you Make Available on the Care3 Properties. Basically, make sure you have the right to add Content before you put that Content on our Service.
License to Your Content. Care3 does not claim ownership of Your Content. However, when you as a User post or transmit Your Content through the Services, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content. However, we will use Your Content in accordance with the settings in which you submitted such Content, as detailed under our Privacy Policy.
No Obligation to Pre-Screen Content. You acknowledge that Care3 has no obligation to pre-screen Content (including, but not limited to, Your Content and User Content), although Care3 reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Care3 pre-screens, refuses or removes any Content, you acknowledge that Care3 will do so for Care3’s benefit, not yours. Without limiting the foregoing, Care3 shall have the right to remove any Content that violates the Terms or is otherwise objectionable.
Storage. Unless expressly agreed by Care3 in writing elsewhere, Care3 has no obligation to store any of Your Content that you Make Available on the Care3 Properties. Care3 has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Care3 Properties. You agree that Care3 retains the right to create reasonable limits on Care3’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by Care3 in its sole discretion.
Your Content. In connection with your use of the Care3 Properties, you shall not Make Available any Content that: (a) you do not have a right to Make Available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements); (b) infringes the rights of any person or entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, publicity or other proprietary or contractual rights; (c) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (d) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (e) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) is violent or threatening, or promotes violence or actions that are threatening to any other person; or (g) promotes illegal or harmful activities.
Application.
Application License. Subject to your compliance with the Terms, Care3 grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own personal or internal business purposes. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.
Media Device. Certain features of the Services through the Application require access to and use of your mobile device's contacts, media storage, microphone, calendar and other native applications. Although you may decide whether or not to use these features, on Android devices you grant us permission to access this feature as part of the installation process. If you later decide to revoke this permission, you can do so by following the standard uninstall process and removing the Application from your device (or by otherwise modifying your device settings). Alternatively, on iOS devices, you can grant or revoke your consent at any time and prevent us from continuing to access your applications by changing the settings on your device. You hereby authorize the Application to access such components of your mobile device. YOU HEREBY ACKNOWLEDGE AND AGREE THAT BY USING THE SERVICES MEDIA AND CONTENT MAY BE SENT FROM YOUR MOBILE DEVICE TO CARE3 AND YOU ACCEPT SUCH TRANSMISSION AS A CONDITION OF USAGE. All such content you upload will be part of Your Content (as defined below).
Location-Based Information. When you use our Services on a mobile device, we may also collect location information from the GPS functionality on your device. You hereby authorize us and our Services to take such actions and access such data. You can grant or revoke your consent at any time and prevent us from continuing to access your GPS information by changing the settings on your device. You hereby authorize the Application to access such components of your mobile device.
App Stores. You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from whom you received the Application license, e.g., the Apple iPhone or Android app stores (“App Store”). You acknowledge that the Terms are between you and Care3 and not with the App Store. Care3, not the App Store, is solely responsible for the Care3 Properties, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Care3 Properties, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using the Care3 Properties, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms and will have the right to enforce them.
Open-Source Software. Certain software code incorporated into or distributed with the Application may be licensed by third parties under various “open-source” or “public-source” software licenses (such as the GNU General Public License, the GNU Lesser General Public License, the Apache License, the Berkeley Software Distribution License, and the Sun Public License) (collectively, the “Open Source Software”). Notwithstanding anything to the contrary in this EULA, the Open Source Software is not licensed under Section 2.1 and instead is separately licensed pursuant to the terms and conditions of their respective open-source software licenses. You agree to comply with the terms and conditions of such open-source software license agreements.
Accessing and Download the Application from iTunes. The following applies to any App Store Source Application:
You acknowledge and agree that (i) the Terms are concluded between you and Care3 only, and not Apple, and (ii) Care3, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Care3 and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Care3.
You and Care3 acknowledge that, as between Care3 and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
You and Care3 acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Care3 and Apple, Care3, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms.
You and Care3 acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
Without limiting any other terms of the Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
Mobile Communications. If you request to receive updates or other information by mobile phone, you consent to our communicating with you via your mobile device. We do not charge for this Service. However, your carrier's standard data and other rates and fees still apply to any messages you send, our confirmations and all subsequent SMS correspondence and/or transmissions. You should check with your carrier to find out what plans are available and how much they cost. All charges are billed by and payable to your mobile service provider. At any time, you may text STOP to cancel or HELP for customer support information. We will not be liable for any delays in the receipt of any SMS messages as delivery is subject to effective transmission from your mobile service operator.
Use of the Services and Care3 Properties.
Usage. The Care3 Properties are protected by copyright laws throughout the world. Subject to the Terms, Care3 grants you a limited license to reproduce portions of the Care3 Properties for the sole purpose of using the Services for your personal or internal business purposes.
Updates. You understand that the Care3 Properties are evolving. As a result, Care3 may require you to accept updates to the Care3 Properties that you have installed on your computer or mobile device. You acknowledge and agree that Care3 may update the Care3 Properties with or without notifying you. You may need to update third-party software from time to time in order to use the Care3 Properties.
Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Care3 Properties or any portion of the Care3 Properties, including the Website, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Care3 Properties (including images, text, page layout or form) of Care3; (c) you shall not use any metatags or other “hidden text” using Care3’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Care3 Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) access the Care3 Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Care3 Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Care3 Properties. Any future release, update or other addition to the Care3 Properties shall be subject to the Terms. Care3, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of the Care3 Properties terminates the licenses granted by Care3 pursuant to the Terms.
Third-Party Materials. As a part of the Care3 Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for Care3 to monitor such materials and that you access these materials at your own risk.
Registering Your Account. In order to access certain features of the Care3 Properties you may be required to become a Registered User. For purposes of the Terms, a “Registered User” is a User who has registered an account with Care3 (“Account”).
Registration Data. In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least thirteen (13) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using the Care3 Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Care3 Properties by minors. You may not share your Account or password with anyone, and you agree to (1) notify Care3 immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Care3 has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Care3 has the right to suspend or terminate your Account and refuse any and all current or future use of the Care3 Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. Care3 reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Care3 Properties if you have been previously removed by Care3, or if you have been previously banned from any of the Care3 Properties.
Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Care3 Properties, including but not limited to, a mobile device that is suitable to connect with and use the Care3 Properties, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Care3 Properties.
Care3 Properties. Except with respect to Your Content and User Content, you agree that Care3 and its suppliers own all rights, title and interest in the Care3 Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or the Care3 Properties.
Trademarks. Care3 and other related graphics, logos, service marks and trade names used on or in connection with the Care3 Properties or in connection with the Services are the trademarks of Care3 and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Care3 Properties are the property of their respective owners.
Other Content. Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in the Care3 Properties.
Your Content. Care3 does not claim ownership of Your Content. However, when you as a User post or publish Your Content on or in the Care3 Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on the Care3 Properties, you hereby expressly permit Care3 to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.
Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Care3.
Your Profile. Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter. You may not post or submit for print services a photograph of another person without that person’s permission.
Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Care3 through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Care3 has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Care3 a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Care3 Properties.
User Conduct.
Commercial Activities. You agree that you will not, under any circumstances (except to the extent expressly authorized by the Terms):
Reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purpose any portion of the Care3 Properties (including your Account), or access to or use of the Care3 Properties;
Upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
Use the Care3 Properties or any part thereof for any commercial purpose, including, but not limited to communicating or facilitating any commercial advertisement or solicitation;
Engage in any chain letters, contests, junk email, pyramid schemes, spamming, surveys or other duplicative or unsolicited messages (commercial or otherwise); or
Market any goods or services for any business purposes.
Unauthorized Use or Access. You agree that you will not, under any circumstances:
Interfere or attempt to interfere with the proper functioning of the Care3 Properties or connect to or use the Care3 Properties in any way not expressly permitted by the Terms;
Systematically retrieve data or other content from our Care3 Properties to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, spiders, or otherwise;
Use, display, mirror or frame the Care3 Properties, or any individual element within the Care3 Properties, Care3’s name, any Care3 trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Care3’s express written consent;
Use any unauthorized software that accesses, intercepts, “mines” or otherwise collects information from or through the Care3 Properties or that is in transit from or to the Care3 Properties, including, but not limited to, any software that reads areas of RAM or streams of network traffic used by the Care3 Properties;
Intercept, examine or otherwise observe any proprietary communications protocol used by a client, a server or the Care3 Properties, whether through the use of a network analyzer, packet sniffer or other device;
Make any automated use of the Care3 Properties, or take any action that imposes or may impose (in Care3’s sole discretion) an unreasonable or disproportionately large load on the infrastructure for the Care3 Properties;
Bypass any robot exclusion headers or other measures Care3 takes to restrict access to the Care3 Properties, or use any software, technology or device to send content or messages, scrape, spider or crawl the Care3 Properties, or harvest or manipulate data;
Use, facilitate, create, or maintain any unauthorized connection to the Care3 Properties, including, but not limited to: (i) any connection to any unauthorized server that emulates, or attempts to emulate, any part of the Care3 Properties; or (ii) any connection using programs, tools or software not expressly approved by Care3;
Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide the Care3 Properties, or to obtain any information from the Care3 Properties;
Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Care3 Properties;
Upload, post, e-mail, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
Solicit or attempt to solicit personal information from other Users of the Care3 Properties;
Use the Care3 Properties to collect, harvest, transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
Forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting, or in any way use the Care3 Properties to send altered, deceptive or false source-identifying information; or
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, but not limited to, clear GIFs, 1x1 pixels, web bugs, cookies or other similar devices (sometimes referred to as “spyware,” “passive collection mechanisms” or “pcms”).
General. In connection with your use of the Care3 Properties, you shall not:
Harm minors in any way;
Impersonate any person or entity, including, but not limited to, Care3 personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity;
Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court;
Register for more than one Account or register for an Account on behalf of an individual other than yourself;
Stalk or otherwise harass any other User of our Care3 Properties; or
Advocate, encourage or assist any third party in doing any of the foregoing activities in this section.
Care3 may, but is not obligated to, monitor or review the Care3 Properties and Content at any time. Without limiting the foregoing, Care3 shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although Care3 does not generally monitor user activity occurring in connection with the Care3 Properties or Content, if Care3 becomes aware of any possible violations by you of any provision of the Terms, Care3 reserves the right to investigate such violations, and Care3 may, at its sole discretion, immediately terminate your license to use the Care3 Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you. As a result of any investigation, we may label Your Content in the future as having possibly sensitive content and including a warning message with such Content.
Interactions with Other Users.
User Responsibility. You are solely responsible for your interactions with other Users of the Services and any other parties with whom you interact through the Services; provided, however, that Care3 reserves the right, but has no obligation, to intercede in such disputes. You agree that Care3 will not be responsible for any liability incurred as the result of such interactions.
Your Content. Care3 is not responsible for and does not control how other Users use Your Content once exported or downloaded from the Care3 Properties. Any such use of Your Content by such other Users (including any modification or derivative works thereof) is not subject to our Terms. Care3 has no way to review or monitor, and does not approve, endorse or make any representations or warranties with respect to the use of Your Content. You provide Your Content at your own risk.
Content Provided by Other Users. The Care3 Properties may contain User Content provided by other Users. Care3 is not responsible for and does not control User Content. Care3 has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk. We may delete User Content in our discretion.
Third-Party Services. The Care3 Properties may contain links to third-party websites (“Third-Party Websites”) and advertisements for third parties (collectively, “Third-Party Websites & Ads”). When you click on a link to a Third-Party Website or Ad, we will not warn you that you have left the Care3 Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites are not under the control of Care3. Care3 is not responsible for any Third-Party Websites & Ads. Care3 provides these Third-Party Websites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites & Ads, or their products or services. You use all links in Third-Party Websites & Ads at your own risk. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
We do not currently charge fees for the use of any component of the Care3 Properties or any features thereof, but we reserve the right to do so in the future.
You agree to indemnify and hold Care3, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Care3 Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, the Care3 Properties or any other User’s Content; (c) your violation of the Terms; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations. Care3 reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Care3 in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to the Care3 Properties.
Disclaimer of Warranties.
As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE CARE3 PROPERTIES IS AT YOUR SOLE RISK, AND THE CARE3 PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. CARE3 PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
CARE3 PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE CARE3 PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE CARE3 PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE CARE3 PROPERTIES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE CARE3 PROPERTIES WILL BE CORRECTED.
ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE CARE3 PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE CARE3 PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. CARE3 MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CARE3 OR THROUGH THE CARE3 PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
From time to time, Care3 may offer new “beta” features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Care3’s sole discretion. The provisions of this section apply with full force to such features or tools.
No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT CARE3 PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD CARE3 PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE CARE3 PROPERTIES. YOU UNDERSTAND THAT CARE3 DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE CARE3 PROPERTIES.
Limitation of Liability.
Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL CARE3 PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE CARE3 PROPERTIES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT CARE3 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE CARE3 PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE CARE3 PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE CARE3 PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE CARE3 PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO THE CARE3 PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
Cap on Liability. UNDER NO CIRCUMSTANCES WILL CARE3 PARTIES BE LIABLE TO YOU FOR MORE THAN TWENTY FIVE DOLLARS ($25).
User Content. CARE3 PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CARE3 AND YOU.
EXCLUSION OF DAMAGES. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Procedure for Making Claims of Copyright Infringement. It is Care3’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Care3 by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Care3 Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Care3 Properties of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Care3’s Copyright Agent for notice of claims of copyright infringement is as follows: Care3 LLC, 6272 Condon Ave, Los Angeles, CA 90056, Attn: Copyright Agent.
Term and Termination.
Term. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Care3 Properties, unless terminated earlier in accordance with the Terms.
Prior Use. Notwithstanding the foregoing, if you used the Care3 Properties prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used the Care3 Properties (whichever is earlier) and will remain in full force and effect while you use the Care3 Properties, unless earlier terminated in accordance with the Terms.
Termination of Services by Care3. Care3 has the right to modify, suspend or terminate any Services provided to you at any time without or without reason. You agree that all terminations for cause shall be made in Care3’s sole discretion.
Termination of Services by You. If you want to terminate the Services provided by Care3, you may do so by notifying Care3 at any time. Your notice should be sent, in writing, to Care3's address set forth below.
Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Care3 will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
Violations. If Care3 becomes aware of any possible violations by you of the Terms, Care3 reserves the right to investigate such violations. If, as a result of the investigation, Care3 believes that criminal activity has occurred, Care3 reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Care3 is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Care3 Properties, including Your Content, in Care3’s possession in connection with your use of the Care3 Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms, (3) respond to any claims that Your Content violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of Care3, its Users or the public, and all enforcement or other government officials, as Care3 in its sole discretion believes to be necessary or appropriate.
Breach. In the event that Care3 determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for the Care3 Properties, Care3 reserves the right to:
Warn you via e-mail (to any e-mail address you have provided to Care3) that you have violated the Terms;
Delete any of Your Content provided by you or your agent(s) to the Care3 Properties;
Discontinue your registration(s) with the any of the Care3 Properties, including any Services or any Care3 community;
Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
Pursue any other action which Care3 deems to be appropriate.
No Subsequent Registration. If your registration(s) with or ability to access the Care3 Properties, or any other Care3 community is discontinued by Care3 due to your violation of any portion of the Terms or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Care3 Properties or any Care3 community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Care3 Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, Care3 reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
General Provisions.
Electronic Communications. The communications between you and Care3 use electronic means, whether you visit the Care3 Properties or send Care3 e-mails, or whether Care3 posts notices on the Care3 Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Care3 in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Care3 provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
Release. You hereby release Care3 Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Care3 Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of the Care3 Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Care3’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Force Majeure. Care3 shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
Compliance. If you believe that Care3 has not adhered to the Terms, please contact Care3 by emailing us at compliance@care3.co. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.
Limitations Period. YOU AND CARE3 AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, THE CARE3 PROPERTIES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Arbitration Agreement; Class Waiver; Waiver of Trial by Jury. Please read this Section (“Arbitration Agreement”) carefully. It is part of your contract with Care3 and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by Care3 that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. This Arbitration Agreement applies to you and Care3, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Care3 should be sent to: Care3 LLC, 6272 Condon Ave, Los Angeles, CA 90056, Attn: Legal . After the Notice is received, you and Care3 may attempt to resolve the claim or dispute informally. If you and Care3 do not resolve the claim or dispute within 30 days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within one hundred (100) miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Additional Rules for Non-appearance Based Arbitration. If non-appearance arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.
Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Care3, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Care3.
Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and Care3 in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND CARE3 WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or effect any other portion of this Arbitration Agreement.
Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Care3.
Small Claims Court. Notwithstanding the foregoing, either you or Care3 may bring an individual action in small claims court.
Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located in Los Angeles, California, for such purpose.
Governing Law. The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
Choice of Language. It is the express wish of the parties that the Terms and all related documents have been drawn up in English. C’est law volone expresse des parties que la presente convention ainsi que les documents qui s’y rattacent soient rediges en anglais.
Notice. Where Care3 requires that you provide an e-mail address, you are responsible for providing Care3 with your most current e-mail address. In the event that the last e-mail address you provided to Care3 is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Care3’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Care3 at the following address: Care3 LLC, 6272 Condon Ave, Los Angeles, CA 90056, Attn: Legal. Such notice shall be deemed given when received by Care3 by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Severability. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
Export Control. You may not use, export, import, or transfer the Care3 Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Care3 Properties, and any other applicable laws. In particular, but without limitation, the Care3 Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Care3 Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Care3 Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Care3 are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Care3 products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
International Provisions. The Care3 Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Care3 intends to announce such Services or Content in your country. The Care3 Properties are controlled and offered by Care3 from its facilities in the United States of America. Care3 makes no representations that the Care3 Properties are appropriate or available for use in other locations. Those who access or use the Care3 Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.
United Kingdom. A third party who is not a party to the Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Terms, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.
Germany. Notwithstanding anything to the contrary in Section 13, Care3 is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).
Business Associate Agreement
Version 1.0.1
Effective Date: December 21, 2016
Updated: December 30, 2017; August 5, 2019
Care3, Inc. Business Associate Agreement
This Business Associate Agreement (the “Agreement”) is made as of date agreed to below (the “Effective Date”), by and between Care3, Inc. (“Business Associate”) and the Company (“Covered Entity”) (each a “Party” and collectively the “Parties”) to comply with the federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (“HITECH”), and their implementing regulations, including the Privacy Standards adopted by the U.S. Department of Health and Human Services as they may be amended from time to time, 45 C.F.R. parts 160 and 164, subparts A and E (the “Privacy Rule”), the Security Standards adopted by the U.S. Department of Health and Human Services as they may be amended from time to time, 45 C.F.R. parts 160, 162 and 164, subpart C (the “Security Rule”), the Breach Notification Standards adopted by the U.S. Department of Health and Human Services, as they may be amended from time to time, at 45 C.F.R. part 164, subpart D (the “Breach Notification Rule”), as well as related state laws and/or regulations (collectively, the “HIPAA Rules”).
RECITALS
WHEREAS, Business Associate provides certain services to Covered Entity and Covered Entity has agreed to Business Associate’s Terms of Use for the provision of such services (“Services”); WHEREAS, in connection with these Services, Covered Entity may disclose to Business Associate certain Protected Health Information (“PHI”) (as defined below) that is subject to protection under the HIPAA Rules; WHEREAS, if Business Associate performs or assists in performing certain functions or activities for or on behalf of Covered Entity that involve the use or disclosure of PHI, the HIPAA Rules require that Covered Entity receive adequate assurances that Business Associate will comply with certain obligations with respect to the PHI received in the course of providing services to or on behalf of Covered Entity; and WHEREAS, the Parties agree that the terms of this Agreement will have no effect unless and until Business Associate performs or assists in performing certain functions or activities for or on behalf of Covered Entity that involve the use or disclosure of PHI. NOW THEREFORE, in consideration of the mutual promises and covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
A. Definitions
Unless otherwise provided, all capitalized terms in the Agreement will have the same meaning as provided under the HIPAA Rules.
Protected Health Information or PHI: Protected Health Information or PHI, as defined by the Privacy Rule, for this Agreement means PHI that is created, received, maintained, or transmitted on behalf of Covered Entity by Business Associate pursuant to the Agreement.
B. Purposes for which PHI May Be Disclosed to Business Associate.
In connection with the Services provided by Business Associate to or on behalf of Covered Entity, Covered Entity may disclose PHI to Business Associate during the performance of service and support activities in compliance with HIPAA.
C. Obligations of Business Associate.
Compliance with Laws. Business Associate agrees to comply with the provisions of the HIPAA Rules that are applicable to Business Associate.
Use and Disclosure of PHI. Business Associate may use or disclose PHI as Required by Law. Business Associate shall not use or further disclose PHI other than as permitted or required by this Agreement or as Required by Law. Business Associate shall not use or disclose PHI in a manner that would violate the HIPAA Rules if used or disclosed by Covered Entity, provided, however, that Business Associate may use and disclose PHI as necessary for the proper management and administration of Business Associate, for the specific uses and disclosures set forth herein, and to carry out its legal responsibilities. Business Associate agrees, to the extent that Business Associate is to carry out one or more of Covered Entity’s obligation(s) under Subpart E of 45 C.F.R. Part 164, to comply with the requirements of Subpart E of 45 C.F.R. Part 164 that apply to Covered Entity in the performance of such obligation(s).
Safeguards. Business Associate shall maintain appropriate safeguards to ensure that PHI is not used or disclosed in violation of this Agreement or applicable law. Business Associate shall implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of any electronic PHI it creates, receives, maintains, or transmits on behalf of Covered Entity and shall comply, where applicable, with Subpart C of 45 C.F.R. Part 164 with respect to such electronic PHI to prevent use or disclosure of such electronic PHI other than as provided for by this Agreement.
Disclosure to Agents and Subcontractors. If Business Associate discloses PHI received from Covered Entity, or created, received, maintained, or transmitted by Business Associate on behalf of Covered Entity, to agents, including a subcontractor, Business Associate shall, in accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any agents or subcontractors that create, receive, maintain, or transmit PHI on behalf of Business Associate agree to the same restrictions, conditions, and requirements that apply to Business Associate under this Agreement with respect to such information. Business Associate shall ensure that any such agent, including a subcontractor, agrees to implement reasonable and appropriate safeguards to protect the confidentiality, integrity, and availability of the electronic PHI that it creates, receives, maintains, or transmits on behalf of Business Associate or Covered Entity.
Minimum Necessary. Business Associate agrees to make reasonable efforts to limit use and disclosure of PHI to the minimum necessary to accomplish the intended purposes, consistent with Business Associate’s policies and procedures.
Individual Rights. Business Associate agrees as follows:
(a) Individual Right to Copy or Inspection. To the extent Business Associate or its agents or subcontractors maintains PHI in a Designated Record Set, if an Individual makes a request for access directly to Business Associate, Business Associate will within fifteen (15) business days forward such request in writing to Covered Entity. Covered Entity will be responsible for making all determinations regarding the grant or denial of an Individual’s request for PHI and Business Associate will make no such determinations. Except as Required by Law, only Covered Entity will release and be responsible for releasing PHI to an Individual pursuant to such a request.
(b) Amendment of an Individual’s PHI or Record. To the extent Business Associate or its agents or subcontractors maintains PHI in a Designated Record Set, if an Individual makes a request for an amendment of his or her PHI or record directly to Business Associate, Business Associate will within fifteen (15) business days forward such request in writing to Covered Entity, and Business Associate will incorporate any such amendment upon written request from Covered Entity. Covered Entity will be responsible for making all determinations regarding the grant or denial of an Individual’s request for an amendment, and except as Required by Law Business Associate will make no such determinations.
(c) Accounting of Disclosures. Business Associate agrees to maintain documentation of the information required to provide an Accounting of Disclosures of PHI in accordance with 45 C.F.R. § 164.528, and to make this information available to Covered Entity upon Covered Entity’s request, in order to allow Covered Entity to respond to an Individual’s request for Accounting of Disclosures. Such accounting is limited to disclosures that were made in the six (6) years prior to the request (not including disclosures prior to the compliance date of the Privacy Rule). Such accounting is further limited to disclosures that were made in the three (3) years prior to the request (not including disclosures prior to the compliance date of the Privacy Rule) to the extent that the purpose of such accounting is to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI through an Electronic Health Record, as the term is defined in section 13400 of HITECH, made to carry out Treatment, Payment and Health Care Operations as provided in 45 C.F.R. §164.506. Notwithstanding the above, any such accounting shall be provided only for as long as Business Associate maintains the PHI. If an Individual requests an Accounting of Disclosures directly from Business Associate, Business Associate will forward the request and its Disclosure record to Covered Entity within fifteen (15) business days of Business Associate’s receipt of the Individual’s request. Covered Entity will be responsible for preparing and delivering the Accounting to the Individual. Except as required by law, Business Associate will not provide an Accounting of its Disclosures directly to any Individual.
Internal Practices, Policies and Procedures. Except as otherwise specified herein, Business Associate shall make available its internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received on behalf of, Covered Entity to the Secretary or his or her agents or authorized designees for the purpose of determining Covered Entity’s compliance with the HIPAA Rules.
Withdrawal of Authorization. If the use or disclosure of PHI in this Agreement is based upon an Individual’s specific authorization for the use or disclosure of his or her PHI, and the Individual revokes such authorization, the effective date of such authorization has expired, or such authorization is found to be defective in any manner that renders it invalid, Business Associate shall, if it has received notice from Covered Entity pursuant to Section E.1. herein of such revocation, expiration, or invalidity, cease the use and disclosure of the Individual’s PHI except to the extent it has relied on such use or disclosure, or if an exception under the HIPAA Rules expressly applies.
Security Incident. Business Associate agrees to report to Covered Entity any Security Incident of which Business Associate becomes aware except that no report shall be required for unsuccessful attempts at unauthorized Access, Use, Disclosure, modification, or destruction of PHI or unsuccessful attempts at interference with systems operations in an information system, such as “pings” on a firewall.
Use of Disclosure of PHI Not Provided for by this Agreement. Business Associate agrees to report to Covered Entity any use or disclosure of PHI not provided for by this Agreement of which Business Associate becomes aware.
Breaches of Unsecured PHI. Business Associate will report in writing to Covered Entity any Breach of Unsecured Protected Health Information, as required at 45 C.F.R. § 164.410 of which it becomes aware, within ten (10) business days of the date Business Associate learns of the incident giving rise to the Breach.
D. Rights of Business Associate.
Management and Administration. Except as otherwise limited in this Agreement, Business Associate may use and disclose PHI for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate.
Data Aggregation. Business Associate is permitted, for Data Aggregation purposes to the extent permitted under the HIPAA Rules, to use, disclose, and combine PHI created or received on behalf of Covered Entity by Business Associate pursuant to this Agreement with Protected Health Information, as defined by 45 C.F.R. 160.103, received by Business Associate in its capacity as a business associate of other covered entities, to permit data analyses that relate to the Health Care Operations of the respective covered entities, where “business associate” and “covered entities” have the meanings given to them in 45 C.F.R. 160.103.
De-identified Information. Business Associate may de-identify any and all PHI created or received by Business Associate under this Agreement at any location and use all such de-identified data in accordance with the de-identification requirements of the HIPAA Rules.
Reporting Violations of Law. Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with 45 C.F.R. 164.502(j)(1).
Limited Data Set. Business Associate may create a Limited Data Set and use such Limited Data Set pursuant to a Data Use Agreement that meets the requirements of the Privacy Rule.
E. Obligations of Covered Entity.
Changes in Authorization. Covered Entity shall inform Business Associate, in writing and in a timely manner, of any changes in, or withdrawal of, any authorization provided to Covered Entity by any Individual pursuant to 45 CFR § 164.508, to the extent that such changes or withdrawal may affect Business Associate’s use or disclosure of PHI. In addition, Covered Entity shall notify Business Associate, in writing and in a timely manner, of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR § 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI. Covered Entity shall provide Business Associate with its notice of privacy practices for PHI as identified in 45 CFR § 164.520, and Covered Entity shall notify Business Associate, in writing and in a timely manner, of any limitation(s) in its notice of privacy practices, to the extent that such limitation may affect Business Associate’s use or disclosure of PHI. Covered Entity shall promptly notify Business Associate of any breach by Covered Entity of any obligation under the HIPAA Rules as such breach relates to PHI as defined herein. Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the HIPAA Rules if done by Covered Entity, and Business Associate is not required to use or disclose PHI in any manner that would not be permissible under the HIPAA Rules if done by Covered Entity.
Minimum Necessary. Covered Entity shall disclose to Business Associate only the “Minimum Necessary” amount of PHI for Business Associate to perform the Services and its rights and obligations under this Agreement, and only in compliance with the HIPAA Rules.
F. Term and Termination.
Term. The term of this Agreement shall be effective as of the date last executed below and shall continue until all PHI provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or this Agreement is terminated pursuant to this Article F.
Termination for Breach. Either party may terminate this Agreement upon written notice to the other party if the non-breaching party determines that the other party or its subcontractors or agents has breached a material term of this Agreement, provided that the non-breaching party will first provide the other party with written notice of the breach of this Agreement and afford the other party the opportunity to cure the breach within forty-five (45) days of the date of such notice. If the other party or any of its subcontractors or agents fails to timely cure the breach, the non-breaching party may terminate this Agreement.
Effect of Termination. Upon termination of this Agreement for any reason, Business Associate agrees to return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity, maintained by Business Associate in any form and to retain no copies. If Business Associate determines that the return or destruction of PHI is not feasible, Business Associate shall inform Covered Entity in writing of the reason thereof, and the Parties shall agree to extend the protections of this Agreement to such PHI and Business Associate shall limit further uses and disclosures of the PHI to those purposes that make the return or destruction of the PHI not feasible for so long as Business Associate retains the PHI.
G. Miscellaneous.
Survival. The respective rights and obligations of the Parties under Article G. of this Agreement shall survive the termination of this Agreement.
Notices. Any notices pertaining to this Agreement shall be given in writing and shall be deemed duly given when personally delivered to a Party or a Party's authorized representative as listed below or sent by means of a reputable overnight carrier, or sent by means of certified mail, return receipt requested, postage prepaid. A notice sent by certified mail shall be deemed given on the date of receipt or refusal of receipt.
Amendments. This Agreement may not be changed or modified in any manner except by an instrument in writing signed by a duly authorized officer of each of the Parties hereto. The Parties, however, agree to amend this Agreement from time to time as necessary, in order to allow the Parties to comply with the requirements of the HIPAA Rules.
Choice of Law. This Agreement and the rights and the obligations of the Parties hereunder shall be governed by and construed under the laws of the State of California without regard to applicable conflict of laws principles.
Assignment of Rights and Delegation of Duties. This Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns.
Nature of Agreement. Nothing in this Agreement shall be construed to create (i) a partnership, joint venture or other joint business relationship between the Parties or any of their affiliates, (ii) any fiduciary duty owed by one Party to another Party or any of its affiliates, or (iii) a relationship of employer and employee between the Parties.
No Waiver. Failure or delay on the part of either Party to exercise any right, power, privilege or remedy hereunder shall not constitute a waiver thereof. No provision of this Agreement may be waived by either Party except by a writing signed by an authorized representative of the Party making the waiver.
Severability. The provisions of this Agreement shall be severable, and if any provision of this Agreement shall be held or declared to be illegal, invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect as though such illegal, invalid or unenforceable provision had not been contained herein.
No Third Party Beneficiaries. Nothing in this Agreement shall be considered or construed as conferring any right or benefit on a person not party to this Agreement nor imposing any obligations on either Party hereto to persons not a party to this Agreement.
Headings. The descriptive headings of the articles, sections, subsections, exhibits and schedules of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.
Entire Agreement. This Agreement, together with all exhibits, riders and amendments, if applicable, which are fully completed and signed by authorized persons on behalf of both Parties from time to time while this Agreement is in effect, constitutes the entire Agreement between the Parties hereto with respect to the subject matter hereof and supersedes all previous written or oral understandings, addendums, negotiations, commitments, and any other writing and communication by or between the Parties with respect to the subject matter hereof. In the event of any inconsistencies between any provisions of this Agreement and any provisions of any exhibits, riders, or amendments, the provisions of this Addendum shall control.
Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits the Parties to comply with the HIPAA Rules. The provisions of this Agreement shall prevail over the provisions of any other prior agreement that exists between the Parties that may conflict with, or appear inconsistent with, any provision of this Agreement or the HIPAA Rules, unless otherwise explicitly set forth in such agreement.
Regulatory References. A citation in this Agreement to the Code of Federal Regulations shall mean the cited section as that section may be amended from time to time.
IN WITNESS WHEREOF, the parties below have executed and delivered this Agreement as of the Effective Date. By signing up for service with Care3, Inc. as a HIPAA covered entity, you agree to the terms of this Business Associate Agreement.